NRS 666.035 Consolidation,
conversion or merger of state bank with national bank: Minimum vote required;
approval by Commissioner; applicable law; determination of value of shares or
interests for dissenting stockholders.

NRS 666.045 Merger
or consolidation of national bank with state bank; incorporation of national
bank as state bank.

NRS 666.390 Authority
and conditions for depository institution to act as agent for affiliated
depository institution.

NRS 666.400 Powers
of out-of-state depository institution or its holding company after acquisition
of or merger with Nevada depository institution or its holding company; applicable
laws; powers of Commissioner.

NRS 666.015Nevada depository institution: Merger or consolidation with or
transfer of assets and liabilities to similar institution, out-of-state
depository institution or out-of-state holding company; regulations.

1. With the approval of the Commissioner,
a Nevada depository institution may merge or consolidate with, or transfer its
assets and liabilities to, another Nevada depository institution, an
out-of-state depository institution or an out-of-state holding company.

2. An application filed with the
Commissioner for approval of the merger, consolidation or transfer must be on a
form prescribed by the Commissioner and must include:

(a) A nonrefundable fee of not more than $6,000
for the application. The depository institution must also pay such additional
expenses incurred in the process of investigation as the Commissioner deems
necessary. All money received by the Commissioner pursuant to this section must
be placed in the Investigative Account created by NRS 232.545.

(b) Certified copies of the resolutions adopted
by the directors and stockholders or the managers and members of the depository
institution or the stockholders of the holding company regarding the merger,
consolidation or transfer. The minutes of the proceedings conducted by the
stockholders or members of each depository institution or the stockholders of
each holding company and the resolutions adopted by them, if any, must set
forth that holders of at least a majority of the stock or members’ interests
voted in the affirmative on the proposition of merger, consolidation or
transfer. The resolutions must also contain or have attached thereto a complete
copy of the plan of merger.

(c) Information which the Commissioner requires
to make the findings specified in subsection 7.

3. When a completed application has been
filed, the Commissioner shall conduct an investigation of each depository
institution to determine:

(a) Whether the interests of the depositors,
creditors and stockholders or members of each depository institution are
protected.

(b) That the merger, consolidation or transfer is
in the public interest.

(c) That the merger, consolidation or transfer is
made for legitimate purposes.

(d) Whether each depository institution has a
good record of compliance with the Community Reinvestment Act of 1977, 12
U.S.C. §§ 2901 to 2905, inclusive.

4. The Commissioner’s approval or
rejection of the merger, consolidation or transfer must be based upon the
Commissioner’s investigation. The expense of the investigation must be paid by
the depository institutions.

5. Notice of the merger, consolidation or
transfer must be published once each week for 4 consecutive weeks, before or
after the merger, consolidation or transfer is effective at the discretion of
the Commissioner, in a newspaper published in a city, town or county in which
each of the depository institutions is located, and a certified copy of the
notice must be filed with the Commissioner.

6. The Commissioner shall issue a written
decision within 60 days after receiving a completed application. The
Commissioner may approve the application subject to any terms and conditions
which the Commissioner considers necessary to protect the public interest.

7. The Commissioner shall disapprove an
application if the Commissioner finds that:

(a) The proposed transaction would be detrimental
to the safety and soundness of the applicant, to any institution which is a
party to the transaction or to a subsidiary or affiliate of any such
institution;

(b) The applicant or its executive officers,
directors, managers, principal stockholders or members have not established a
record of sound performance, efficient management, financial responsibility and
integrity so that it would be against the interest of the depositors, other
customers, creditors, stockholders or members of an institution, or the general
public to authorize the proposed transaction;

(c) The financial condition of the applicant or
any other institution which is a participant in the proposed transactions might
jeopardize the financial stability of the applicant or other institution, or
prejudice the interests of depositors or other customers of the applicant or
other institutions;

(d) The consummation of the proposed transaction
will tend to lessen competition substantially, unless the Commissioner finds
that the anticompetitive effects of the proposed transaction are clearly
outweighed by the benefit of accommodating the convenience and needs of the
relevant market to be served; or

(e) The applicant has not established a record of
meeting the needs for credit of the communities which it or its subsidiary
depository institution serves.

8. If a merger, consolidation or transfer
is approved pursuant to this section, the property and liabilities of the
constituent depository institutions must be treated in the manner prescribed in
NRS 92A.250.

9. A Nevada depository institution
authorized pursuant to this section to merge or consolidate with, or transfer
its assets and liabilities to, an out-of-state depository institution or an
out-of-state holding company shall comply with the laws of all states in which
it is authorized to operate.

10. The Commissioner shall adopt regulations
establishing the amount of the application fee required pursuant to this
section.

NRS 666.020Powers of Nevada depository institution or its holding company
after acquisition of or merger with out-of-state depository institution;
applicable laws; powers of Commissioner.

1. A Nevada depository institution or its
holding company that acquires an out-of-state depository institution, a Nevada
depository institution that is the resulting depository institution after
merging with an out-of-state depository institution, or a Nevada depository
institution that otherwise establishes or acquires a branch outside of this
state, may, in accordance with applicable state and federal law:

(a) Continue to operate the out-of-state
depository institution or branch;

(b) Convert any existing main office or branch
outside of this state into a branch of the Nevada depository institution;

(c) Establish or acquire additional branches of
the Nevada depository institution in any state where the out-of-state
institution could have done so if it had not been acquired or merged;

(d) Continue or establish its principal office or
principal place of business outside this state notwithstanding the provisions
of NRS 660.015 and 662.245; and

(e) Subject to the approval of the Commissioner,
exercise any power and engage in any activity outside of this state to the same
extent as the out-of-state depository institution could have if it had not been
acquired or merged, even if the Nevada depository institution is not authorized
to exercise those powers or engage in those activities in this state.

2. The Commissioner shall not approve the
exercise of any power or the engagement in any activity pursuant to paragraph
(d) or (e) of subsection 1 if the Commissioner determines that the exercise of
that power or the engagement in that activity would be inconsistent with safe
and sound banking practices.

3. Except as otherwise provided in
paragraph (d) of subsection 1, a branch outside this state of a Nevada
depository institution shall comply with, and have all rights and powers
prescribed in, the laws of this state relating to depository institutions.

4. This section does not affect the
authority of the Commissioner to examine, supervise and regulate a Nevada
depository institution operating or seeking to operate a branch outside this
state.

1. When an agreement of consolidation is
made and a certified copy thereof is filed with the Secretary of State,
together with a certified copy of the approval of the Commissioner of the
consolidation, the banks which are parties to the consolidation become one
bank, possessed of the rights, privileges, powers and franchises of the several
banks, but subject to all the provisions of law under which it is created.

2. The directors and other officers named
in the agreement of consolidation shall serve until the first annual meeting
for election of officers and directors, the date for which must be named in the
agreement.

3. On filing such agreement, the property
and rights of every kind of the several banks are thereby transferred and
vested in such new bank, and are as fully its property as they were of the
banks which were parties to the agreement.

NRS 666.035Consolidation, conversion or merger of state bank with national
bank: Minimum vote required; approval by Commissioner; applicable law;
determination of value of shares or interests for dissenting stockholders.

1. A state bank may, with the approval of
the Commissioner, consolidate, convert into or merge with a national bank upon
the vote of the holders of not less than two-thirds of each class of voting
stock of, or of the members’ interests in, the state bank.

2. The Commissioner shall not approve any
consolidation, conversion or merger under this section which would:

(a) Result in a monopoly or which would further
any attempt to monopolize the business of banking in this state; or

(b) Substantially lessen competition or be in
restraint of trade, unless the Commissioner finds that the anticompetitive
effects of the proposed transaction are clearly outweighed by the probable
success of the transaction in meeting the needs of the community to be served.

Ê In every
case, the Commissioner shall consider the financial and managerial resources
and the future prospects of the company or companies and the banks concerned,
and the convenience and the needs of the community to be served.

3. Except as otherwise provided in
subsection 5, the rights and liabilities of a state bank which consolidates,
converts into or merges with a national bank, and the rights and liabilities of
the stockholders or members of the state bank, are the same as the rights and
liabilities prescribed by the law of the United States for national banks and
their stockholders or members at the time of the consolidation, conversion or
merger.

4. Upon consolidation, conversion or
merger, the resulting national bank becomes the same business as each
consolidating, converting or merging bank, with all the property rights, power
and duties of each consolidating, converting or merging bank, except as
affected by the law of the United States and by the charter and bylaws of the
resulting bank. Any reference to a consolidating, converting or merging bank in
any writing, whether executed or which takes effect before or after the
consolidation, conversion or merger, is applicable to the resulting bank if not
inconsistent with the other provisions of that writing.

5. The holders of shares of the stock of,
or members’ interests in, a state bank which were voted against a consolidation
or merger into a national bank are entitled to receive their value in cash, if
and when the consolidation or merger becomes effective, upon written demand
made to the resulting national bank at any time within 30 days after the
effective date of the consolidation or merger, accompanied by the surrender of
any stock certificate or certificates. The value of the shares or interests
must be determined, as of the date of the meeting of the stockholders or
members approving the consolidation or merger, by three appraisers to be
selected as follows:

(a) One by the owners of two-thirds of the
dissenting shares or interests involved;

(b) One by the board of directors of the
resulting national bank; and

(c) One by the appraisers chosen pursuant to
paragraphs (a) and (b).

Ê The
valuation agreed upon by any two appraisers governs. If the appraisal is not
completed within 90 days after the consolidation or merger becomes effective,
the Comptroller of the Currency shall cause an appraisal to be made.

6. The amount fixed as the value of the
shares of stock of, or members’ interests in, the consolidating or merging bank
at the time of the meeting of the stockholders or members approving the
consolidation or merger, and the amount fixed by the appraisal as provided by
subsection 5, where the fixed value is not accepted, constitute a debt of the
resulting national bank.

7. Upon the completion of the
consolidation, conversion or merger, the license to operate as a state bank
automatically terminates.

NRS 666.045Merger or consolidation of national bank with state bank;
incorporation of national bank as state bank.

1. Any national bank doing business in
this state may, with the approval of the Commissioner, merge or consolidate
with a state bank or incorporate as a state bank as provided in this title for
the organization of banks.

2. The Commissioner shall, when approving
or rejecting the proposed merger or consolidation, base his or her decision on
the considerations provided in NRS 666.035.

3. The Commissioner may accept good assets
of the national bank, at their actual cash value, in lieu of cash payments for
the stock of the state bank.

NRS 666.055Fiduciary powers and liabilities of banks merging or
transferring assets and liabilities.When
any bank organized under the laws of this state or Acts of Congress, and doing
business in this state, consolidates or merges with or sells to and transfers
its assets and liabilities to any other bank doing business in this state, as
provided by the laws of this state or Acts of Congress, all the then existing
fiduciary rights, powers, duties and liabilities of such consolidating, merging
or transferring bank or banks shall, upon the effective date of such
consolidation, merger or sale and transfer, vest in and thereafter be performed
by the transferee bank or the consolidated or merged bank.

1. To “acquire” a bank means to obtain
control of an existing bank or to establish a new bank.

2. “Business trust” means an organization
in which a business or property is conveyed to trustees who manage the business
or property for the benefit of the holders of the beneficial interest in the
trust. The term does not include a voting trust.

3. “Company” means any corporation,
business trust, association or similar entity, but does not include:

(a) A natural person; or

(b) A corporation of which a majority of the
stock is owned by the United States or any state.

NRS 666.075Rebuttable presumption against control of bank; certain legal
relationships and companies deemed not to be bank holding companies.

1. There is a rebuttable presumption that
a company which directly or indirectly owns, controls or has the power to vote
less than 10 percent of the voting stock of, or members’ interests in, a bank
does not control the bank.

2. An estate, trust, guardianship or
conservatorship is not by virtue of its ownership or control of stock of, or
members’ interests in, a bank, a bank holding company unless it is:

(a) A business trust; or

(b) A voting trust which by its terms or by law
does not expire within 10 years after the date of its establishment.

3. A company is not a bank holding company
by virtue of its ownership or control of stock or a member’s interest which:

(a) Was acquired in the ordinary course of
securing or collecting a debt which the company previously contracted in good
faith; and

(b) Is held only as long as is necessary to sell
the stock on a reasonable basis.

1. The Commissioner may adopt such
regulations as may be necessary to carry out the provisions of NRS 666.065 to 666.215,
inclusive.

2. The Commissioner may require bank
holding companies to submit reports under oath to determine whether they have
complied with the provisions of NRS 666.065 to 666.215, inclusive, and any regulations adopted
pursuant to this section.

NRS 666.095Annual registration reports required of bank holding companies.Each bank holding company doing business in
this state, directly or through a subsidiary bank, shall file an annual
registration report with the Commissioner within 120 days after the end of its
fiscal year. The report must contain:

1. A full statement of the general
financial condition of the company; and

2. A description of the operation,
management and intercompany relationships of the company.

1. Each year the Commissioner shall make a
thorough examination of and into the affairs of every bank holding company and
every banking subsidiary thereof doing business in this state or accept a
report of an examination made by the Comptroller of the Currency, the Federal
Deposit Insurance Corporation or the Board of Governors of the Federal Reserve
System.

2. The Commissioner may make additional
examinations of any bank holding company and its subsidiaries.

3. The expense of any examination made by
the Commissioner must be borne by the bank holding company being examined.

1. Except as otherwise provided in
subsection 4, a person who desires to form a bank holding company after July 1,
1983, must be approved by the Commissioner before forming the company. A bank
holding company may not be organized as a limited-liability company.

2. The application for approval must
include such information with respect to the financial condition, operations,
management and intercompany relationships of the applicant and related matters,
as the Commissioner may deem necessary or appropriate.

3. The Commissioner shall approve the
application if the Commissioner determines that the applicant or its officers,
directors and stockholders are of such character and fitness that any bank
acquired by the applicant will be operated in a safe, prudent and profitable
manner.

4. The Commissioner may accept copies of
federal registration in lieu of requiring an application for approval of a bank
holding company.

1. A bank holding company must receive the
approval of the Commissioner before acquiring a bank.

2. The application for approval must
include such information with respect to the financial condition, operations,
management and intercompany relationships of the bank which is to be acquired
and the bank holding company as the Commissioner may deem necessary or
appropriate.

3. In considering the application for
approval, the Commissioner shall consider:

(a) The financial condition of the bank holding
company and any banks owned by it;

NRS 666.135Approval of transfer of control required; grounds for
disapproval.

1. Any transfer of stock or trust
certificates of a bank holding company by sale, gift or otherwise, which will
result in giving the person who receives the shares voting control of the bank
holding company must be approved by the Commissioner before the transfer.

2. The Commissioner shall not approve a
transfer if the Commissioner determines that the person who will gain control
has been removed from a position as a director, officer or employee of a bank
holding company, bank or other financial institution pursuant to an order of a
state or federal agency.

3. The Commissioner may disapprove the
transfer if in the Commissioner’s opinion the person who will gain control does
not meet the requirements for an officer, director or stockholder set forth in
subsection 3 of NRS 666.115.

1. If the Commissioner determines that a
director, officer or employee of a bank holding company has been negligent,
dishonest, reckless or incompetent in connection with his or her duties, the
Commissioner may issue a written order requiring the person to be removed from
his or her position.

2. The person affected by the order of the
Commissioner may petition the district court for the judicial district in which
the bank holding company is located to set aside the order. The court may
affirm, modify or set aside the order.

3. If a director, officer or employee is
not removed in accordance with an order of the Commissioner and the
Commissioner has reasonable cause to believe that the continued participation
of the person in the affairs of the bank holding company will place it in an
unsafe or unsound condition, the Commissioner may apply to the district court
for the judicial district in which the bank holding company is located for a
temporary restraining order and an injunction prohibiting the person from
participating in the affairs of the bank holding company.

NRS 666.155Failure to remove person pursuant to order conclusive evidence
of negligence.If the board of
directors of a bank holding company neglects or refuses to remove a person
pursuant to an order of the Commissioner and the company subsequently incurs
losses because of that person’s activities, the written order of the
Commissioner is conclusive evidence, in any action against the directors or a
director for recovery of those losses, of the negligence of the directors in
failing to act upon the order.

1. If the Commissioner has reasonable
cause to believe that a bank holding company:

(a) Is engaging, has engaged or is about to
engage in any unsafe or unsound practice in connection with the bank holding
company or a bank which it owns or controls; or

(b) Is violating, has violated or is about to
violate a law, regulation or condition imposed in a written agreement between
the Commissioner and the bank holding company,

Ê the
Commissioner may issue and serve upon the company a notice of the charges
against the company.

2. A notice issued pursuant to subsection
1 must contain a statement of the facts which constitute the violation or
unsafe or unsound practice and must set a time and place for a hearing to
determine whether the Commissioner should issue an order to cease and desist
from the activity. The hearing must be held not less than 20 nor more than 60
days after service of the notice unless an earlier or later date is set by the
Director of the Department of Business and Industry at the request of the bank
holding company.

NRS 666.175Issuance of order to cease and desist; corrective action;
effectiveness of order.

1. If a representative of the bank holding
company does not appear at the hearing, the company shall be deemed to have
consented to the issuance of an order to cease and desist.

2. If the bank holding company consents to
the issuance of the order or if the Commissioner determines at the hearing that
the company has engaged in or will engage in the activity charged, the
Commissioner may issue and serve upon the company an order to cease and desist
from the activity.

3. The order may, by mandatory or
prohibitory provisions, require the bank holding company and its directors,
officers, employees and agents not to engage in the activity to which the order
applies and to take action to correct conditions resulting from that activity.

4. An order issued pursuant to this
section becomes effective at the time specified in the order and remains
effective as provided in it unless it is stayed, modified or set aside by the
Commissioner or a reviewing court.

1. If the Commissioner determines that the
existing or threatened activity specified in a notice of charges is likely to:

(a) Cause insolvency or substantial dissipation
of the assets or earnings of a bank which is owned or controlled by the bank
holding company; or

(b) Seriously prejudice the interests of the
depositors in the bank,

Ê the
Commissioner may issue a temporary order requiring the bank holding company to
cease and desist from the activity.

2. The temporary order becomes effective
when served upon the bank holding company and remains effective until it is set
aside by the Commissioner or a reviewing court or a permanent order is issued
against the bank.

1. Within 10 days after a bank holding
company has been served with a temporary order to cease and desist, the company
may apply to the district court for the judicial district in which the company
is located for an injunction limiting or setting aside the order until the
hearing is held pursuant to the notice of charges.

2. If a bank holding company violates or
threatens to violate a temporary order, the Commissioner may apply to the
district court for the judicial district in which the bank holding company is
located for an injunction prohibiting the company from violating the order.

NRS 666.205Injunctions; civil penalty; divestiture by holding company in
another state.

1. The Commissioner may apply to the
district court for an order compelling compliance with any provision of NRS 666.065 to 666.195,
inclusive. The court may award the Commissioner the costs of bringing the
action and attorney’s fees.

2. The Commissioner may bring an action
against a person who violates a court order or injunction issued pursuant to
this section or NRS 666.065 to 666.195, inclusive, to recover a civil penalty of not
more than $10,000 for each violation.

3. The Commissioner may bring an action to
require a holding company for a depository institution which acquired a
depository institution in Nevada to divest itself of all interest in the
acquired institution if the holding company violates:

(a) Acquire, directly or indirectly, a depository
institution or holding company whose home state is Nevada;

(b) Vote the stock of a depository institution or
holding company acquired in violation of paragraph (a);

(c) Acquire, directly or indirectly, the voting
or nonvoting securities of a depository institution or a holding company whose
home state is Nevada if the acquisition would result in that person’s obtaining
more than 20 percent of the authorized voting securities of the institution or
company if the nonvoting securities were converted into voting securities; or

(d) Merge or consolidate with a depository
institution or a holding company whose home state is Nevada.

2. Any person who willfully violates any
provision of this section or any regulation adopted by the Commissioner
pursuant to this section is guilty of a misdemeanor. Each day during which the
violation continues constitutes a separate offense.

3. The Commissioner may obtain injunctive
relief to prevent any change in control or impending violation of this section.

NRS 666.315Application for approval required by NRS
666.305; contents; fee and expenses; review of application; issuance
of written decision; grounds for disapproval; regulations.

1. An application filed with the
Commissioner for approval must be on a form prescribed by the Commissioner and
must include:

(a) A nonrefundable fee of not more than $6,000
for the application. The depository institution or holding company must also
pay such additional expenses incurred in the process of investigation as the
Commissioner deems necessary. All money received by the Commissioner pursuant
to this section must be placed in the Investigative Account created by NRS 232.545.

(b) Information which the Commissioner requires
to make the findings specified in subsection 4.

(c) Unless the applicant is a resident of Nevada,
a corporation organized in this State or a foreign corporation admitted to do
business in this State, a written consent to service of process on a resident
of this State in any action arising out of the applicant’s activities in this
State.

2. In reviewing the application, the
Commissioner shall consider the applicant’s record of compliance with the
Community Reinvestment Act of 1977, 12 U.S.C. §§ 2901 to 2905, inclusive, and
whether the proposed transaction will meet the needs of those counties whose
populations are less than 100,000 and whose residents are not being adequately
served by existing financial institutions.

3. The Commissioner shall issue a written
decision within 60 days after receiving a completed application. The
Commissioner may approve the application subject to any terms and conditions
which the Commissioner considers necessary to protect the public interest.

4. The Commissioner shall disapprove an
application if the Commissioner finds:

(a) That the proposed transaction would be
detrimental to the safety and soundness of the applicant, to any institution
which is a party to the transaction, or to a subsidiary or affiliate of that
institution;

(b) The applicant or its executive officers,
directors or principal stockholders have not established a record of sound
performance, efficient management, financial responsibility and integrity so
that it would be against the interest of the depositors, other customers,
creditors or stockholders of an institution, or the public to authorize the
proposed transaction;

(c) The financial condition of the applicant or
any other institution which is a participant in the proposed transaction might
jeopardize the financial stability of the applicant or other institution, or
prejudice the interests of depositors or other customers of the applicant or
other institutions;

(d) The consummation of the proposed transaction
will tend to lessen competition substantially, unless the Commissioner finds
that the anticompetitive effects of the proposed transaction are clearly outweighed
by the benefit of meeting the convenience and needs of the relevant market to
be served; or

(e) The applicant has not established a record of
meeting the needs for credit of the communities which it or its subsidiary
depository institution serves.

5. The Commissioner shall adopt
regulations establishing the amount of the application fee required pursuant to
this section.

1. The Commissioner may examine and
supervise any out-of-state depository institution or holding company which has
been authorized to do business in this state. Such institutions and holding
companies are subject to regulation in the same manner as institutions and
holding companies organized under the laws of this state and must pay the same
fees for supervision and examination, except that the Commissioner may
coordinate these activities with any state or federal agency that shares
jurisdiction over the institution.

2. The Commissioner may coordinate the
examination, supervision and regulation of any depository institution chartered
by this state with the examination, supervision and regulation of an affiliated
depository institution or branch operating in another state.

3. The Commissioner may take any reasonable
and lawful action in furtherance of coordinating the regulation of interstate
operations pursuant to this section, including:

(a) Negotiating and entering into cooperative
agreements with an agency of another state or of the Federal Government;

(b) Sharing information and reports with an
agency that shares jurisdiction over the institution;

(c) Accepting as sufficient examination reports
and other information compiled or generated by or for an agency that shares
jurisdiction over the institution;

(d) Contracting with an agency that shares
jurisdiction over the institution to engage the services of its examiners at a
reasonable rate of compensation;

(e) Offering the services of the Division’s
examiners at a reasonable rate of compensation to an agency that shares
jurisdiction over the institution;

(f) Collecting fees on behalf of, or receiving
payment of fees through, an agency that shares jurisdiction over the
institution;

(g) Cooperating in any other way with other
supervisory agencies and professional associations to promote the efficient,
safe and sound operation and regulation of interstate activities of depository
institutions, including the formulation of interstate policies and procedures
for examination and the drafting of model laws, rules and agreements; and

NRS 666.355Authority of Commissioner to authorize or require acquisition of
failing depository institution or failing holding company which controls
depository institution.If the
Commissioner considers it necessary to protect depositors, creditors and other
customers of a failing depository institution or a failing holding company
which controls a depository institution, the Commissioner may solicit offers
from and authorize or require the acquisition of the institution or company by
or its merger with another institution or company.

NRS 666.365Rights, powers and privileges of acquired, acquiring or
resulting depository institution or holding company.Any
depository institution or holding company which is acquired pursuant to NRS 666.355, the institution which acquired the
depository institution or holding company pursuant to that section or the
institution which results from a merger pursuant to that section has all
rights, powers and privileges of any other depository institution in this state
which is of the same class.

1. The acquiring or merging depository
institution or holding company has demonstrated an acceptable record of meeting
the needs for credit of the communities which it serves; and

2. The acquiring or merging depository
institution or holding company has a record of sound performance, adequate
stockholders’ or members’ equity, financial capacity and efficient management
so the acquisition or merger will not jeopardize the financial stability of the
acquired or merged depository institution and will not be detrimental to the
interests of depositors, creditors or other customers of the depository
institution, or to the public.

NRS 666.390Authority and conditions for depository institution to act as
agent for affiliated depository institution.

1. A depository institution may, at its
main office or at any branch, act as an agent of any other depository
institution that is a subsidiary of the same holding company in conducting the
activities authorized by this section. This section applies whether or not the
affiliated depository institutions have the same home state.

2. A depository institution acting as an
agent for an affiliated depository institution may:

(a) Receive deposits;

(b) Renew time deposits;

(c) Close loans;

(d) Service loans; and

(e) Receive payments on loans and other obligations.

3. A depository institution may not do any
of the following as an agent on behalf of an affiliated depository institution:

(a) Open or originate deposit, savings or share
accounts;

(b) Evaluate or approve loans;

(c) Disburse money loaned; or

(d) Conduct any activity as an agent that it is
prohibited from conducting as a principal under any applicable law.

4. A depository institution acting as a
principal may not have an affiliated depository institution act as its agent in
conducting any activity that:

(a) The principal depository institution is
prohibited from conducting; or

(b) The agent depository institution would be
prohibited from conducting as a principal.

5. An agency between affiliates under this
section must be consistent with safe and sound practices and shall comply with
all applicable laws.

6. A depository institution acting as an
agent shall not be deemed a branch of the affiliate solely because of
activities conducted under this section.

7. A depository institution that proposes
to enter into an agreement for an agency under this section shall file with the
Commissioner, at least 30 days before the effective date of the agreement:

(a) A notice of intention to enter into an
agreement for an agency with a depository institution;

(b) A description of the services proposed to be
performed under the agreement; and

NRS 666.400Powers of out-of-state depository institution or its holding
company after acquisition of or merger with Nevada depository institution or
its holding company; applicable laws; powers of Commissioner.

1. Subject to the provisions of NRS 666.410, 666.415 and 666.420, and after approval of the Commissioner
pursuant to NRS 666.315, an out-of-state depository
institution or its holding company may acquire control of, acquire all or
substantially all of the assets of, or merge with, a Nevada depository
institution or its holding company.

2. An out-of-state depository institution
or holding company that acquires a Nevada depository institution, or an
out-of-state depository institution that is the resulting depository
institution after merging with a Nevada depository institution, or an
out-of-state depository institution that otherwise establishes or acquires a
branch in Nevada, may, in accordance with applicable state and federal law:

(a) Continue to operate the Nevada depository
institution or branch;

(b) Convert any existing main office or branch in
Nevada into a branch of the out-of-state depository institution;

(c) Establish or acquire additional branches of
the out-of-state depository institution in any state where the Nevada
depository institution could have done so had it not been acquired or merged;
and

(d) Exercise any power and engage in any activity
in this state to the same extent as a depository institution of the same type
whose home state is Nevada, even if the out-of-state depository institution is
not authorized to exercise those powers or engage in those activities in the
out-of-state depository institution’s home state.

3. A branch in this state of an
out-of-state depository institution shall comply with:

(a) If the branch is not a federally chartered
institution, the applicable laws relating to depository institutions of the
institution’s home state, including, without limitation, provisions relating to
the names of depository institutions; or

(b) If the institution is a federally chartered
institution, the provisions of federal law.

4. If the laws of this state as a host
state conflict with the laws of another state as a home state, the laws of the
home state prevail, except that:

(a) The Commissioner may, by regulation, order
that Nevada law prevail over that of the home state if the application of
Nevada law is necessary to preserve the safe and sound operation of the branch
or otherwise protect the residents of this state; and

(b) The laws of this state regarding protection
of customers, fair lending and intrastate branching apply to a branch in this
state of an out-of-state depository institution to the same extent as those
laws apply to a branch in this state of a depository institution chartered by
this state.

5. This section does not affect the
authority of the Commissioner to examine, supervise and regulate an
out-of-state depository institution operating or seeking to operate a branch in
this state or to take any action or issue any order with regard to that branch
pursuant to NRS 666.325.

1. Except as otherwise provided in this
section, an out-of-state depository institution without a branch in Nevada, or
an out-of-state holding company without a depository institution in Nevada, may
acquire a Nevada depository institution and convert the institution to a branch
of the out-of-state depository institution or depository institution of the
out-of-state holding company. If the Nevada depository institution is chartered
after September 28, 1995, the Nevada depository institution may be so acquired
only if it has been in existence for at least 5 years.

2. For the purposes of subsection 1:

(a) A depository institution chartered solely for
the purpose of acquiring another depository institution shall be deemed to have
been in existence for the same period as the depository institution to be
acquired, as long as the acquiring depository institution does not open for
business at any time before the acquisition.

(b) A bank that was originally chartered as a
corporation or limited-liability company other than a depository institution
shall be deemed to have been in existence for the period since a certificate of
amendment of its articles of incorporation or organization was filed pursuant
to NRS 659.035 to reorganize the
corporation or limited-liability company as a bank.

(c) A bank that was originally chartered as a Nevada
depository institution other than a bank shall be deemed to have been in
existence for the period since the original articles of incorporation or
organization of the depository institution were filed with the Secretary of
State.

(d) If a Nevada depository institution becomes
the successor in interest to the business of an out-of-state depository
institution without a branch bank in this state that previously acquired a
Nevada depository institution or to an out-of-state holding company without a
branch bank in this state that previously acquired a Nevada depository
institution, the Commissioner shall include the period of existence of the
original Nevada depository institution when determining the period of existence
of the successor Nevada depository institution.

3. If the Commissioner considers it
necessary to protect depositors, creditors and other customers of a failing
depository institution or a failing holding company which controls a depository
institution, the Commissioner may authorize the acquisition of the institution
or company by, or its merger with, another institution or company regardless of
the duration of existence of the failing depository institution or failing
holding company.

4. The restriction set forth in subsection
1 does not apply to an acquisition of, or merger between, affiliated depository
institutions.

1. An out-of-state depository institution
without a branch in Nevada or an out-of-state holding company without a
depository institution in Nevada may not establish a de novo branch in this
State or acquire, through merger or otherwise, a branch of a depository
institution in Nevada without acquiring the institution itself or its charter,
except that, with the written approval of the Commissioner:

(a) An out-of-state depository institution
without a branch in Nevada may establish a branch office or acquire an existing
branch in a county whose population is less than 100,000 without acquiring or
merging with a Nevada depository institution or a Nevada holding company.
Except as otherwise provided in subsection 2, an out-of-state depository
institution that establishes or acquires a branch office pursuant to this
paragraph continues to be considered an out-of-state depository institution
without a branch in Nevada for the purposes of all other provisions of this
chapter.

(b) An out-of-state depository institution
without a branch in Nevada which is owned or controlled by a holding company
that is entitled to the exemption set forth in section 4(c)(i) of the Bank
Holding Company Act of 1956, as amended, 12 U.S.C. § 1843(c)(i), may acquire an
existing branch in Nevada without acquiring or merging with a Nevada depository
institution or a Nevada holding company.

2. An out-of-state depository institution
that on or before April 1, 2007, has, pursuant to paragraph (a) of subsection
1, established or acquired, or been approved by the Commissioner to establish
or acquire, a branch in a county whose population is less than 100,000, may
establish or acquire a branch in a county whose population is 100,000 or more
so long as the out-of-state depository institution continues to operate a
branch in a county whose population is less than 100,000.

3. An out-of-state depository institution
that establishes or acquires a branch office pursuant to this section may issue
a credit card pursuant to the provisions of chapter
97A of NRS.

NRS 666.415Waiver of federal limits on concentration of deposits.To the extent authorized by federal law, the
Commissioner may waive any applicable federal limit on concentration of
deposits if the Commissioner finds that the waiver promotes the availability of
financial services or is otherwise in the public interest. The Commissioner
may, by regulation, establish standards for granting a waiver pursuant to this
section and the procedure for requesting a waiver. In making a decision to
waive such a federally imposed limit, the Commissioner shall apply a standard
that does not discriminate in purpose or effect against out-of-state depository
institutions.

NRS 666.420Reports by out-of-state depository institution or holding
company.The Commissioner may, by
regulation, require an out-of-state depository institution or holding company
to submit such reports or permit the submission of such reports prepared pursuant
to federal law as, in the Commissioner’s discretion, contain sufficient
information pertinent to operations in Nevada of branches of the institution or
of depository institutions of the holding company.